<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
September 13, 1999
Registration No. 333-________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
CENTRAL BANCORP, INC.
- -----------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-3447594
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
(617) 628-4000
------------------------------------------
(Address of Principal Executive Office)
CENTRAL BANCORP, INC. 1999 STOCK OPTION AND INCENTIVE PLAN
- ----------------------------------------------------------
(Full Title of the Plan)
John D. Doherty, President
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
(617) 628-4000
----------------------------------------
(Name and Address of Agent for Service)
(617) 628-4000
- ---------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
HARRY K. KANTARIAN, ESQUIRE
DANIEL L. HOGANS, ESQUIRE
HOUSLEY KANTARIAN AND BRONSTEIN, P.C.
1220 19TH STREET, N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Title Of Securities Proposed Maximum Proposed Maximum Amount of
To Be Amount To Be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 per share 97,500 (1) $22.00 (2) $2,145,000 (2) $596.31
================================================================================================
<FN>
(1) Maximum number of shares issuable under the Central Bancorp, Inc. 1999 Stock
Option and Incentive Plan (97,500 shares), as such amounts may be increased
in accordance with said plan in the event of a merger, consolidation,
recapitalization, stock dividend, stock split or similar event involving the
Registrant.
(2) 97,5000 shares are being registered hereby, none of which are currently under
option. Pursuant to Rules 457(h) and 457(c), the offering price for purposes
of calculating the registration fee is the average of the high and low
selling price on September 10, 1999 of $22.00 per share ($2,145,000 in the
aggregate).
</FN>
</TABLE>
<PAGE>
<PAGE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*This Registration Statement relates to the registration of
97,500 shares of Common Stock, $1.00 par value per share, of
Central Bancorp, Inc. (the "Company") reserved for issuance and
delivery under the Central Bancorp, Inc. 1999 Stock Option and
Incentive Plan. Documents containing the information required
by Part I of this Registration Statement will be sent or given
to participants in the Stock Option Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and
Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant
to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and, accordingly, files
periodic reports and other information with the SEC. Reports,
proxy statements and other information concerning the Company
filed with the SEC may be inspected and copies may be obtained
(at prescribed rates) at the SEC's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. SEC
also maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC, including the
Company. The address for the SEC's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1999 (Commission File No. 0-25251);
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1999 (Commission File No. 0-25251);
and
(c) The description of the Company's securities
contained in this Company's Registration Statement on Form 8-A
as declared effective by SEC on January 8, 1999.
ALL DOCUMENTS FILED BY THE COMPANY AND THE STOCK OPTION
PLAN PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF AND PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT
WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN SOLD OR
WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF
SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the common stock is registered under
Section 12 of the Securities and Exchange Act of 1934.
<PAGE>
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Company and its principal subsidiary Central
Co-operative Bank (the "Bank") indemnify their respective
directors and officers to the extent permitted under the
Massachusetts General Laws. The Amended Charter of the Bank
provides that its directors and officers shall, and in the
discretion of the Board of Directors, any other person may, be
indemnified by the Bank against liabilities and expenses arising
out of services performed of or on behalf of the Bank. The
Amended Charter of the Bank further provides that such
indemnification will not be provided if it is determined that
the action giving rise to the liability was not taken in good
faith in the reasonable belief that the action was in the best
interests of the Bank.
The Company's Articles of Organization provides for
indemnification of the Company's officers and directors as
follows:
The Corporation shall indemnify each director or officer of
the Corporation to the fullest extent now or hereafter permitted
by law against all expenses (including attorneys' fees and
disbursements), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative to
which he is or is threatened to be made a party by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation or of a subsidiary of the Corporation, or is or
was a director, custodian, administrator, committeeman or
fiduciary of any employee benefit plan established and
maintained by the Corporation or by a subsidiary of the
Corporation, or is or was serving another enterprise in any such
capacity at the written request of the Corporation. To the
extent authorized at any time by the Board of Directors of the
Corporation, the Corporation may similarly indemnify other
persons against liability incurred in any capacity, or arising
out of any status, of the character described in the immediately
preceding sentence. At the discretion of the Board of
Directors, any indemnification hereunder may include payment by
the Corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if
he shall be adjudicated to be not entitled to indemnification
under this Article VI(H) or applicable laws. In no event,
however, shall the Corporation indemnify any director, officer,
or other person hereunder with respect to any matter as to which
he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was
in the best interests of the Corporation. The Corporation may
purchase and maintain insurance to protect itself and any
present or former director, officer or other person against any
liability of any character asserted against and incurred by the
Corporation or any such director, officer or other person in any
capacity, or arising out of any status, whether or not the
Corporation would have the power to indemnify such person
against such liability by law or under the provisions of this
Article VI(H). The provisions of this Article VI(H) shall be
applicable to persons who shall have ceased to be directors or
officers of the Corporation, and shall inure to the benefit of
the heirs, executors and administrators of persons entitled to
indemnity hereunder. Nothing herein shall be deemed to limit
the Corporation's authority to indemnify any person pursuant to
any contract or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not applicable.
ITEM 8. EXHIBITS
- ------
The exhibits scheduled to be filed as part of this
registration statement are as follows:
5.1 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
<PAGE>
<PAGE>
23.1 Consent of KPMG LLP
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page
to this Registration Statement)
99.1 Central Bancorp, Inc. 1999 Stock Option and
Incentive Plan
99.2 Form of Stock Option Agreements entered into with
Optionees with respect to Incentive Stock Options
and Non-Incentive Stock Options granted under the
Stock Option and Incentive Plan
99.3 Form of Stock Option Agreements entered into with
Optionees with respect to Non-Incentive Stock Options
granted under the Stock Option and Incentive Plan
99.4 1999 Amendment to Central Bancorp, Inc. 1999 Stock
Option and Incentive Plan
ITEM 9. UNDERTAKINGS
- ------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events which, individually or together, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any additional or changed
material information on to the plan of distribution; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or S-8, and the
information required to be included in a post-effective
amendment is incorporated by reference from the periodic
reports filed by the small business issuer under the Securities
Exchange Act of 1934.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
(4) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
<PAGE>
(5) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in
the City of Somerville, State of Massachusetts, on this 13th day
of September, 1999.
CENTRAL BANCORP, INC.
By:/s/ John D. Doherty
---------------------------------
John D. Doherty, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Central Bancorp, Inc.,
hereby severally constitute and appoint John D. Doherty with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said John D. Doherty may deem necessary or
advisable to enable Central Bancorp, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of Central Bancorp, Inc. common
stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities
indicated below, the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said John D. Doherty shall do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John D. Doherty President, Chief Executive Officer September 13, 1999
- ---------------------------- and Director
John D. Doherty
/s/ Paul S. Feeley Principal Financial and September 13, 1999
- ---------------------------- Accounting Officer
Paul S. Feeley
/s/ Joseph R. Doherty Chairman of the Board September 13, 1999
- ----------------------------
Joseph R. Doherty
/s/ Terence D. Kenney Senior Vice President and Director September 13, 1999
- ----------------------------
Terence D. Kenney
/s/ Gregory W. Boulos Director September 13, 1999
- ----------------------------
Gregory W. Boulos
/s/ George L. Doherty, Jr. Director September 13, 1999
- ----------------------------
George L. Doherty, Jr.
/s/ John F. Gilgun, Jr. Director September 13, 1999
- ----------------------------
John F. Gilgun, Jr.
/s/ John G. Quinn Director September 13, 1999
- ----------------------------
John G. Quinn
/s/ Marat E. Santini Director September 13, 1999
- ----------------------------
Marat E. Santini
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5.1 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
23.1 Consent of KPMG LLP
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page
to this Registration Statement)
99.1 Central Bancorp, Inc. 1999 Stock Option and
Incentive Plan
99.2 Form of Stock Option Agreements entered into with
Optionees with respect to Incentive Stock Options
and regarding Non-Incentive Stock Options granted
under the Stock Option Plan
99.3 Form of Stock Option Agreements entered into with
Optionees with respect to Non-Incentive Stock
Options granted under the Stock Option and Incentive
Plan
99.4 1999 Amendment to Central Bancorp, Inc. 1999 Stock
Option and Incentive plan
September 13, 1999
Board of Directors
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
Re: Central Bancorp, Inc.
1999 Stock Option and Incentive Plan
Registration Statement on Form S-8
--------------------------------------
Dear Board Members:
We have acted as special counsel to Central Bancorp, Inc.,
a Massachusetts corporation (the "Company"), in connection with
the preparation of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to the Central Bancorp, Inc. 1999 Stock Option and
Incentive Plan (the "Stock Option Plan") and the sale to Stock
Option Plan participants of 97,500 shares of common stock, par
value $1.00 per share (the "Common Stock"), of the Company, all
as more fully described in the Registration Statement. You have
requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ Howard S. Parris
-------------------------------
Howard S. Parris, Esquire
[LETTERHEAD OF KPMG LLP]
INDEPENDENT ACCOUNTANT'S CONSENT
--------------------------------
Board of Directors
Central Bancorp, Inc.
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Central Bancorp, Inc. of our report
dated April 30, 1999, relating to the consolidated balance
sheets of Central Bancorp, Inc. and subsidiary as of March 31,
1999 and 1998, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each
of the years in the three-year period ended March 31, 1999,
which report is incorporated by reference in the March 31, 1999,
Annual Report on Form 10-K of Central Bancorp, Inc.
/s/ KPMG LLP
--------------------------
KPMG LLP
Boston, Massachusetts
September 10, 1999
<PAGE>
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of
the Company through providing select Employees of the Bank, the
Company, and their Affiliates with the opportunity to acquire
Shares. By encouraging such stock ownership, the Company seeks
to attract, retain and motivate the best available personnel for
positions of substantial responsibility and to provide
additional incentives to Employees of the Company or any
Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Awards" shall mean Options, unless the context
clearly indicates a different meaning.
(d) "Bank" shall mean Central Co-operative Bank.
(e) "Board" shall mean the Board of Directors of the
Company.
(f) "Change in Control" shall mean (1) acquisition of
the ownership, holding or power to vote more than 25% of the
voting stock of the Bank or the Company, (2) acquisition of the
control of the election of a majority of the Bank's or the
Company's directors, (3) the exercise of a controlling influence
over the management or policies of the Bank or the Company by
any person or by persons acting as a "group" (within the meaning
of Section 13(d) of the Securities Exchange Act of 1934), or (4)
during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors
of the Bank or the Company (the "Company Board") (the
"Continuing Directors") cease for any reason to constitute at
least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Company
Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a
Continuing Director. The term "person" means an individual
other than the Employee, or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietor-
ship, unincorporated organization or any other form of entity
not specifically listed herein.
(g) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(h) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof.
(i) "Common Stock" shall mean the common stock of the
Company.
(j) "Company" shall mean Central Bancorp, Inc.
A-1
<PAGE>
<PAGE>
(k) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee of the
Company or an Affiliate. Continuous Service shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Company, or in the
case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor.
(l) "Director" shall mean any member of the Board.
(m) "Disability" shall mean a physical or mental
condition, which in the sole and absolute discretion of the
Committee, is reasonably expected to be of indefinite duration
and to substantially prevent a Participant from fulfilling his
or her duties or responsibilities to the Company or an
Affiliate.
(n) "Effective Date" shall mean the date specified in
Paragraph 13 hereof.
(o) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.
(p) "Exercise Price" shall mean the price per Optioned
Share at which an Option may be exercised.
(q) "ISO" means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "incentive stock option"
within the meaning of Section 422 of the Code.
(r) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
(s) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(t) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.
(u) "Option" means an ISO and/or a Non-ISO.
(v) "Optioned Shares" shall mean Shares subject to an
Award granted pursuant to this Plan.
(w) "Participant" shall mean any person who receives an
Award pursuant to the Plan.
(x) "Plan" shall mean this Central Bancorp, Inc. 1999
Stock Option and Incentive Plan.
(y) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(z) "Share" shall mean one share of Common Stock.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 15 hereof. No Award shall be
granted under the Plan after ten years from the Effective Date.
A-2
<PAGE>
<PAGE>
(b) Term of Awards. The term of each Award granted
under the Plan shall be established by the Committee, but shall
not exceed 10 years; provided, however, that in the case of an
Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term
of such ISO shall not exceed five years.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required under Paragraph 12, the
aggregate number of Shares deliverable pursuant to Awards shall
not exceed a number of shares equal to 4.99% (rounded down to
the next whole Share) of the number of shares outstanding on the
date the Plan is approved by stockholders in accordance with
Paragraph 13. Such Shares may either be authorized but unissued
Shares, Shares held in treasury, or Shares held in a grantor
trust created by the Bank or the Company. If any Awards should
expire, become unexercisable, or be forfeited for any reason
without having been exercised, the Optioned Shares shall, unless
the Plan shall have been terminated, be available for the grant
of additional Awards under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less
than two (2) members of the Board who are Non-Employee
Directors. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of
the Board who are Non-Employee Directors.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Awards, (ii) to
determine the form and content of Awards to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan,
(iv) to prescribe, amend and rescind rules and regulations
relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan. The
Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at
any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee without a meeting, shall
be deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a
binding contract between the Company and the Participant, and
every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such
Agreement. The terms of each such Agreement shall be in
accordance with the Plan, but each Agreement may include such
additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms
of the Plan. In particular, the Committee shall set forth in
each Agreement (i) the Exercise Price of an Option, (ii) the
number of Shares subject to, and the expiration date of, the
Award, (iii) the manner, time and rate (cumulative or otherwise)
of exercise or vesting of such Award, and (iv) the restrictions,
if any, to be placed upon such Award, or upon Shares which may
be issued upon exercise of such Award.
The Chairman of the Committee and such other Directors and
officers as shall be designated by the Committee are hereby
authorized to execute Agreements on behalf of the Company and to
cause them to be delivered to the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
A-3
<PAGE>
<PAGE>
(e) Indemnification. In addition to such other rights
of indemnification as they may have, the members of the
Committee shall be indemnified by the Company in connection with
any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or
any Award, granted hereunder to the full extent provided for
under the Company's governing instruments with respect to the
indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall have the
discretion to make Awards to Employees. In selecting those
Employees to whom Awards will be granted and the number of
shares covered by such Awards, the Committee shall consider the
position, duties and responsibilities of the eligible Employees,
the value of their services to the Company and its Affiliates,
and any other factors the Committee may deem relevant.
(b) Special Rules for ISOs. The aggregate Market Value,
as of the date the Option is granted, of the Shares with respect
to which ISOs are exercisable for the first time by an Employee
during any calendar year (under all incentive stock option
plans, as defined in Section 422 of the Code, of the Company or
any present or future Affiliate of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the Committee may
grant Options in excess of the foregoing limitations, in which
case such Options granted in excess of such limitation shall be
Options which are Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price
as to any particular Option shall not be less than 100% of the
Market Value of the Optioned Shares on the date of grant. In
the case of an Employee who owns Shares representing more than
10% of the Company's outstanding Shares of Common Stock at the
time an ISO is granted, the Exercise Price shall not be less
than 110% of the Market Value of the Optioned Shares at the time
the ISO is granted.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities exchange
(including the NASDAQ National Market System) on the date in
question, then the Market Value per Share shall be the average
of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise
Price shall be the mean between the bid and asked price on such
date. If the Common Stock is traded otherwise than on a
national securities exchange on the date in question, then the
Market Value per Share shall be the mean between the bid and
asked price on such date, or, if there is no bid and asked price
on such date, then on the next prior business day on which there
was a bid and asked price. If no such bid and asked price is
available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and
absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Any Option granted hereunder shall be
exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Option
granted to an Optionee. An Option may not be exercised for a
fractional Share.
(b) Procedure for Exercise. A Participant may exercise
Options, subject to provisions relative to its termination and
limitations on its exercise, only by (1) written notice of
intent to exercise the Option with respect to a specified number
of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the
Exercise Price for the number of Shares with respect to which
the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the
Company at its executive offices. Common Stock utilized in full
or partial payment of the Exercise Price for Options
A-4
<PAGE>
shall be valued at its Market Value at the date of exercise, and
may consist of Shares subject to the Option being exercised.
(c) Period of Exercisability. Except to the extent
otherwise provided in the terms of an Agreement, an Option may
be exercised by a Participant only while he is an Employee and
has maintained Continuous Service from the date of the grant of
the Option, or within three months after termination of such
Continuous Service (but not later than the date on which the
Option would otherwise expire), except if the Employee's
Continuous Service terminates by reason of --
(1) "Just Cause" which for purposes hereof shall
have the definition set forth in any unexpired employment
or severance agreement between the Employee and the Bank
and/or the Company (and, in the absence of any such
definition, shall mean termination because of the
Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final
cease-and-desist order), then the Employee's rights to
exercise such Option shall expire on the date of such
termination;
(2) death, then to the extent that the Employee
would have been entitled to exercise the Option
immediately prior to his death, such Option of the
deceased Employee may be exercised within two years from
the date of his death (but not later than the date on
which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or
by laws of descent and distribution;
(3) Disability, then to the extent that the
Employee would have been entitled to exercise the Option
immediately prior to his or her Disability, such Option
may be exercised within one year from the date of
termination of employment due to Disability, but not later
than the date on which the Option would otherwise expire.
(d) Effect of the Committee's Decisions. The
Committee's determination whether a Participant's Continuous
Service has ceased, and the effective date thereof, shall be
final and conclusive on all persons affected thereby.
9. CHANGE IN CONTROL
Notwithstanding the provisions of any Award which provides
for its exercise or vesting in installments, upon a Change in
Control, all Options shall be immediately exercisable and fully
vested. With respect to Options, at the time of a Change in
Control, the Participant shall, at the discretion of the
Committee, be entitled to receive cash in an amount equal to the
excess of the Market Value of the Common Stock subject to such
Option over the Exercise Price of such Shares, in exchange for
the cancellation of such Options by the Participant.
10. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number
and kind of shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Awards, and the
Exercise Price thereof, shall be proportionately adjusted for
any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapita-
lization, reorganization, reclassification, stock dividend,
split-up, combination of shares, or similar event in which the
number or kind of shares is changed without the receipt or
payment of consideration by the Company.
A-5
<PAGE>
<PAGE>
(b) Transactions in which the Company is Not the
Surviving Entity. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in
which the Company is not the surviving entity, or (iii) the sale
or disposition of all or substantially all of the Company's
assets (any of the foregoing to be referred to herein as a
"Transaction"), all outstanding Awards, together with the
Exercise Prices thereof, shall be equitably adjusted for any
change or exchange of Shares for a different number or kind of
shares or other securities which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant
to subparagraphs (a) or (b)(1) hereof shall be made in such a
manner as not to constitute a modification, within the meaning
of Section 424(h) of the Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in
this Paragraph, the issuance by the Company or an Affiliate of
shares of stock of any class, or of securities convertible into
Shares or stock of another class, for cash or property or for
labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect,
and no adjustment shall be made with respect to, the number,
class, or Exercise Price of Shares then subject to Awards or
reserved for issuance under the Plan.
11. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or
by the laws of descent and distribution. Notwithstanding any
other provision of this Plan to the contrary, to the extent
permissible under Rule 16b-3, a Participant who is granted Non-
ISOs pursuant to this Plan may transfer such Non-ISOs to his or
her spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that Non-ISOs so transferred may not
again be transferred other than to the Participant originally
receiving the grant of Non-ISOs or to an individual or trust to
whom such Participant could have transferred Non-ISOs pursuant
to this Paragraph 11. Non-ISOs which are transferred pursuant
to this Paragraph 11 shall be exercisable by the transferee
subject to the same terms and conditions as would have applied
to such Non-ISOs in the hands of the Participant originally
receiving the grant of such Non-ISOs.
12. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be
the date on which the Committee makes the determination of
granting such Award, provided that Awards granted prior to
approval of the Plan by the Company's stockholders (in
accordance with Paragraph 13) shall be contingent on, and
subject to, such approval. Notice of the determination shall be
given to each Participant to whom an Award is so granted within
a reasonable time after the date of such grant.
13. EFFECTIVE DATE.
The Plan shall become effective immediately upon its
approval by the Company's Board of Directors, subject to a
favorable vote of stockholders owning at least a majority of the
total votes cast at a duly called meeting of the Company's
stockholders held in accordance with applicable laws.
14. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may
authorize the Committee to direct execution of an instrument
providing for the modification of any outstanding Award,
provided no such modification shall confer on
A-6
<PAGE>
the holder of said Award any right or benefit which could not be
conferred on him by the grant of a new Award at such time, or
impair the Award without the consent of the holder of the Award.
15. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the
Plan and, with respect to any Shares at the time not subject to
Awards, suspend or terminate the Plan. No amendment, suspension
or termination of the Plan shall, without the consent of any
affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
16. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Award unless the
issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may
then be listed.
(b) Special Circumstances. The inability of the Company
to obtain approval from any regulatory body or authority deemed
by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of
any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, the
Company may require the person exercising the Option to make
such representations and warranties as may be necessary to
assure the availability of an exemption from the registration
requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
17. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
18. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise
of Options shall be subject to the Participant's satisfaction of
all applicable federal, state and local income and employment
tax withholding obligations. The Committee, in its discretion,
may permit the Participant to satisfy the obligation, in whole
or in part, by irrevocably electing to have the Company withhold
Shares, or to deliver to the Company Shares that he already
owns, having a value equal to the amount required to be
withheld. The value of the Shares to be withheld, or delivered
to the Company, shall be based on the Market Value of the Shares
on the date the amount of tax to be withheld is to be
determined. As an alternative, the Company may retain, or sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
19. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's eligibility to participate
or participation in the Plan create or be deemed to create any
legal or equitable right of the Employee or any other party to
continue service with the Company, the Bank, or any Affiliate of
such corporations. No Employee shall have a right to be granted
an Award or, having received an Award, the right to again be
granted an Award. However, an Employee who has been granted an
Award may, if otherwise eligible, be granted an additional Award
or Awards.
A-7
<PAGE>
<PAGE>
20. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, except to
the extent that federal law shall be deemed to apply.
A-8
<PAGE>
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
_____________________________________
Agreement for Incentive Stock Options
_____________________________________
STOCK OPTION (the "Option") for a total of ___________
shares of Common Stock, par value $1.00 per share, of Central
Bancorp, Inc. (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), is
hereby granted to ____________________________________ (the
"Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the Central
Bancorp, Inc. 1999 Stock Option and Incentive Plan (the "Plan")
which was adopted by the Company and which is incorporated by
reference herein, receipt of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
$_______, which equals 100% */ of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercise of Option. This Option shall be exercisable
in accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ------------------------------ ---------------------------
Upon Grant ___%
1 year but less than 2 years ___%
2 years but less than 3 years ___%
3 years but less than 4 years ___%
4 years but less than 5 years ___%
5 years or more ___%
___________________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
<PAGE>
<PAGE>
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised,
the person in whose name the stock certificate or
certificates for such shares of Common Stock owned for more
than six months is to be registered, his address and
Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock owned for more than six months as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock owned for more than six months, or such combination of
cash and Common Stock owned for more than six months as the
Optionee elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the
Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise. The amount of the withholding requirement shall be
applicable statutory minimum federal, state or local income tax
with respect to the award of the date that the amount of tax is
to be held.
<PAGE>
<PAGE>
ISO Agreement
Page 3
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
_____________________
Date of Grant CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
By: __________________________________
Authorized Member of the Committee
Witness: _________________________
______________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of this Option.
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
_____________________________________
Form for Exercise of
Incentive Stock Options
_____________________________________
_______________
Date
Treasurer
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
Re: Central Bancorp, Inc. 1999 Stock Option and Incentive Plan
----------------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase __________ shares, par value $1.00, of Common
Stock of Central Bancorp, Inc. (the "Company") under and
pursuant to a Stock Option Agreement dated ____________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$______ of cash or check
$______ in the form of _______ shares of Common
Stock, valued at $____ per share
$ TOTAL
======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
________________________
<PAGE>
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
__________________________________________
Agreement for Non-Incentive Stock Options
__________________________________________
STOCK OPTION (the "Option") for a total of _________ shares
of Common Stock, par value $1.00 per share, of Central Bancorp,
Inc. (the "Company") is hereby granted to ______________ (the
"Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the Central
Bancorp, Inc. 1999 Stock Option and Incentive Plan (the "Plan")
which has been adopted by the Company and which is incorporated
by reference herein, receipt of which is hereby acknowledged.
Such Stock Options do not comply with Options granted under
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
1. Exercise Price. The exercise price per share is
$_____, which equals 100% of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercise of Option. This Option shall be exercisable
in accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ------------------------------ ---------------------------
Upon Grant ___%
1 year but less than 2 years ___%
2 years but less than 3 years ___%
3 years but less than 4 years ___%
4 years but less than 5 years ___%
5 years or more ___%
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for
such
<PAGE>
<PAGE>
Non-ISO Agreement
Page 2
shares of Common Stock owned for more than six months is to
be registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security
Numbers of such persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock owned for more than six months as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock owned for more than six months, or such combination of
cash and Common Stock owned for more than six months as the
Optionee elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the
Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty
to the Company as may be required by any applicable law or
regulation. The amount of the withholding requirement shall be
applicable statutory minimum federal, state or local income tax
with respect to the award of the date that the amount of tax is
to be held.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's spouse, lineal ascendants,
lineal descendants, or to a duly established trust, provided
that such
<PAGE>
<PAGE>
Non-ISO Agreement
Page 3
transferee shall be permitted to exercise this Option subject to
the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as set forth below, and may be exercised during such term only
in accordance with the Plan and the terms of this Option.
_____________________
Date of Grant CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
By: __________________________________
Authorized Member of the Committee
Witness: _________________________
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
___________________________
Form for Exercise of
Non-Incentive Stock Options
___________________________
------------
Date
Treasurer
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
Re: Central Bancorp, Inc. 1999 Stock Option and Incentive Plan
----------------------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase __________ shares, par value $1.00, of
Common Stock of Central Bancorp, Inc. (the "Company") under and
pursuant to a Stock Option Agreement dated _____________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$______ of cash or check
$______ in the form of _______ shares of Common
Stock, valued at $____ per share
$ Total
======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
______________________
<PAGE>
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
_____________________
1999 Amendment
_____________________
WHEREAS, Central Bancorp, Inc. (the "Company") maintains
the Central Bancorp, Inc. 1999 Stock Option and Incentive Plan
(the "Plan") and the Company's Board of Directors (the "Board")
desires to amend the Plan in order to address certain financial
reporting considerations; and
WHEREAS, Paragraph 15 of the Plan authorizes the Board to
amend the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows,
effective immediately:
1. Paragraph 8(b) of the Plan shall be amended in its
entirety to provide as follows:
A Participant may exercise Options, subject to
provisions relative to its termination and
limitations on its exercise, only by (1) written
notice of intent to exercise the Option with respect
to a specified number of Shares, and (2) payment to
the Company (contemporaneously with delivery of such
notice) in cash, in Common Stock owned for more than
six months, or a combination of cash and Common
Stock owned for more than six months, of the amount
of the Exercise Price for the number of Shares with
respect to which the Option is then being exercised.
Each such notice (and payment where required) shall
be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the
Company at its executive offices. Common Stock
owned for more than six months utilized in full or
partial payment of the Exercise Price for Options
shall be valued at its Market Value at the date of
exercise.
2. Paragraph 18 of the Plan shall be amended by adding
the following sentence after the third sentence thereof:
This amount of the withholding requirement shall be
the applicable statutory minimum federal, state or
local income tax with respect to the award on the
date that the amount of tax is to be withheld.
3. Nothing contained herein shall be held to alter,
vary or affect any of the terms, provisions, or conditions of
the Plan or any Option entered into thereunder, other than as
stated above.
<PAGE>
<PAGE>
WHEREFORE, on this 12th day of August, 1999, the
Company hereby executes this 1999 Amendment to the Plan.
CENTRAL BANCORP, INC.
By /s/ John D. Doherty
_________________________
Its President
August 12, 1999 Attest: /s/ Gladys N. Partamian (Seal)
- ------------------ ------------------------------
Date
